Mistress of Puppets
by Dark Topaz
Summary: After the death of a family friend Willow finds herself the new owner of an old trunk, an infamous hotel, and a set of truly independent puppets, as long as one their former owners doesn't kill her, it should all be good. Season 1 Buffy the Vampire Slayer and After the first Puppet Master movie and through the second
1. Chapter 1

Buffy and company belong to mutant enemy and Puppet master belongs to Full Moon

This story takes place at the beginning of season 1 of Buffy and after the first puppet master movie

Chapter one: Booking the gig

Willow watched the delivery men in shock as she watched them bring in several crates. She barely listened to the lawyer as he explained that she had been left a large inheritance by Megan Galager who had been a family friend. She was still in a daze as she shut the door after them wondering why someone she only met during the summer would leave her not only her family's inn but several crates of antiques. She sat down and pulled out an envelope that had been included.

 _Willow, I know that this must come as a surprise to you but I beg that you read this with an open mind. Even as I write this I don't know why I chose you but I could think of no one else I could trust with this. To fully understand what it going on I am going to have to go back to the end of World War 2 when a famous puppeteer made the Bodega Bay Inn his home. His name was Andre Toulan he was known as the puppet master he was renowned for his stingless puppets that moved as though they had a life of their own. The thing is that they did live; Toulan had mastered the ability to bring inanimate objects to life. My late husband destroyed my family in the hopes of gaining his secrets and in turn immortality, now I am facing the rise of another such threat. So if anything happens to me everything associated with puppets save themselves are to be sent to you. I have included three puppets I commissioned to be animated by my husband's former associates and victims; I will leave their completion to you. Toulan's puppets are desperate they are running out of formula and I cannot bring myself to collect the ingredients needed to make more. I have included the apparatus that makes the formula so they will come for it and you._

 _Good Luck,_

 _Megan Galager_

Willow set aside the letter and started to go through the rest of the papers that outlined the trust that had been set up to manage the hotel and distribute her remaining possessions. Willow could only sit in shock for a moment as she tried to digest everything that she had just read. If this had happened a year ago she wouldn't have believed it, but the one thing that her friendship with Buffy has taught her was that anything is possible. Willow set the paperwork aside promising herself that she would contact her parents lawyer about them and moved over to the trunk. She slowly started to undo the straps. As she eased it open, the first thing she noticed was a taxidermy dog with a squashed face. Her attention was then drawn to the chests other occupants the puppets. The most unusually was a blue, silver, and white female figure it had silver hair, white skin, and a blue evening gown. The second female was vine covered girl with long black hair and tan skin. The sole male figure brought to mind the image of an aristocratic rogue with two swords. Willow then noticed a journal tucked in behind the dog. She gingerly picked the poor thing up and set it aside so she could pull the book out.

She sat down intending to only skim through it only to find herself absorbed. She read the life story of first a showman who was madly in love with his wife whom he had shared a life with before she was murdered. Willow found herself holding her breathe as she read about how he had gotten revenge against the Nazi that were responsible and escaped to America with his secrets. Which were then described in detail in the book not only the ability to animate but also numerous other potions and spells that would do a showman in good stead. Towards the end of the book she found references to other documents hidden in the trunk she got up intending to look for them only to realize that night had fallen. She only spared a thought to how long she had been reading, before what she had read started to fill her mind with possibilities. She would admit later that she barely considered getting another opinion before she animated the dog she was just too excited. She gingerly lifted the thing up and set it on the coffee table where she quickly laid out the syringe, vial, and book turned to the appropriate page. Following the instructions she injected the formula into the dog's chest. She waited with a bated breath for the first sign of life from the dog; it must have been the longest minute and a half of her life.

Even though she was expecting it she jumped when the dog stood up and shook itself. As she reached out and gingerly ran her fingers down the dogs ears only to gasp as the dog leaped into her lap where it immediately planted its paws on her chest and started to bathe her face. She laughed as she held the newly animated dog away from her. The possibilities that this presented raced through her mind as she clutched the dog to her. But there had to be draw backs she needed to see just how well this imitated life. She was going to need a second opinion.

Angel was doing his usual patrol route when he saw Willow. She was walking quickly toward the high school carrying a bag that seemed to be squirming. He moved towards her making sure to make enough noise so as not to startle her. But she still whirled around and clutched the bag to her chest as though you'd have to break her fingers to get it away. And oddly enough the bag began to whine.

"Willow, what are you doing out here?" he asked.

"I need to talk to Giles." She stated defensively.

"I thought he was out of town?" Angel asked as he eyed her bag.

"I forgot," Willow said sheepishly as turned back the way she came only to pause. "Angel you know a lot about the occult and what has happened in the past right?"

"I think so." He replied cautiously.

"Have you ever heard about someone known as the Puppet Master?" she asked.

"Where did you hear that name?" asked as he grabbed her elbow and turned her towards him.

"Not out here." Willow stated. "Let's head to my house." She added with a tilt of her head. They quickly headed in that direction of her house.

It took them about an hour to reach her house with her issuing an absent minded invitation to Angel. The first thing that Angel noticed when he entered into the living room was the large packing crate and associated materials. "Willow what is all of this?" he asked as he gestured to the litter scattered around the living room.

"A friend of my family has died recently." Willow explained "She left me everything including this." Willow stated as she brought over the Journal for Angel to look at. She didn't relinquish it but held it so that he could read the cover where the name Andre Toulan was embossed in gold.

"The Puppet Master," Angel stated as he moved to take the book from Willow only to have her pull it a way and move over to where she had placed her bag down, which was now wiggling around. Willow set the book aside and opened up the bag pulling a Pekinese out of it.

"This is Leroy." Willow stated as she put the dog on the table and directed it towards him. "Notice anything weird about him."

Angel just stared down at the dog letting his sense honed into the little body as the dog now free of the bag promptly curled up and went to sleep. It took him a moment to recognize what was happening since it was just so strange. "He doesn't have a heartbeat. Instead there is this clanking noise. And the blood sounds….thick."

"Leroy was taxidermied years ago. He was the first puppet Megan, the friend that sent me all this, animated." Willow explained. "According to her will I inherited everything: the title, methods, instructions, and her family's hotel." She laid back on the couch suddenly exhausted by the whole thing and wanting nothing more than crawl into bed and cry her eyes out, but until she figured out what to do with the Puppet Master's legacy. "What am I going to do?" she asked.

"Your first step is hiding the more occult looking things before your parents come home." Angel replied as he started to put thing back in the trunk. "Then we are going to go get some pet supplies so we can pass Leroy off as a real dog." the little dog barking at the sound of his name.

"Angel, Toulan's puppet's killed Megan." Willow stated as she looked up at the dark vampire.

"Why?"

"She refused to make the animating serum and they'll come for me next."

"Then we better get ready."

It was nearly dawn when Willow finally got to bed after cleaning and organizing Megan's things so that the more dangerous items with tucked away while the more innocent items were displayed. Angel had also made a phone call and a rather leathery looking man dropped off some pet supplies. A set of dog dishes, some toys, brushes, leash, collar, and dog bed which Leroy ignored in favor of her bed. That kind of made her queasy when she remember what exactly the playful pup actually was, so she tried not to think about it. As she laid there in bed she thought back to what she knew of the people who had held the title of Puppet Master and if she actually was joining their ranks or was she just a place holder.

Dream sequence

Willow knew she was dreaming it wasn't the fact that the place she found herself couldn't exist outside of a movie set or that she was dressed in something that she couldn't even identify. It was the fact that she was staring at Megan Galager and her husband. Alongside them was a stately European gentleman with black and gray hair with a pointed goatee and mustache; and a line of Egyptian style priests whose robes were lined with glyphs that resembled some of the ones he had seen in Giles books.

"Welcome Willow" Megan greeted.

"Hello Meg umm who are your friends and where are we?" Willow asked.

"Your mindscape my dear," The gentlemen with the goatee explained. "We are the Puppet Masters of the past."

"Your location on the Hellmouth has allowed the more demonic portion of our power to come to play." Galager picked up.

"Magic always has a price, in the case of our gifts it is a piece of our soul and consciousness that is taken and held." One of the priests continued.

"Your circumstance of not only being near the Hellmouth but being born and raised here has allowed you to access the knowledge and parts of us that were left behind after our passing." Megan finished.

"Unlike all of us you have the enviable privilege of getting tutelage from every master that has come before you." Galager enthused throwing his arms wide.

"Ok, where do we start?" Willow asked.

"You wake up the rest of the puppets." One of the priests intoned.


	2. Chapter 2

Disclaimer: Buffy belongs to Mutant Enemy and Puppet master belongs to Full Moon

Chapter two: Introducing the cast

Willow woke up to the sun shining on her face and a slight sense of disorientation. As she looked around she took in her room and had the sudden desire to redecorate. Once she was fully wake she took a good look at her room and her wardrobe and had the sudden urge to burn several items. As she pulled herself out of bed Leroy the undead Pekinese simple rolled over. Willow rolled her eyes at the small reanimated dog, 'This is nowhere near as weird as this seemed to be last night.' She thought as she pulled on a robe and made her way downstairs. As she made her way to the kitchen she did a quick sweep of the living room aside from the packing material Angel and her had done a thorough job putting everything away. A lot of the occult like items were in the basement were her parents rarely if ever went. As she started making herself breakfast she froze when she realized instead of making a bowl of cereal she had the makings out for an egg dish she had never even heard of before. "This is going to take some getting used to." She muttered as she starting making something that she had never tried much less seen before.

Once she had finished eating and cleaning up after herself she went back upstairs with one of the large cardboard boxes she had received the night before. Once in her room she started going through her closet and dresser making three piles; keep, live with, and donate. The keep pile had to be one of the smallest piles. The donate pile was growing with every piece she picked up. This had to be another one of the changes that the former Puppet Masters told her about along with her new culinary knowledge. She found herself getting rid for the large fuzzy sweaters and baggy overalls that made up the majority of her wardrobe, instead she found herself saving mare adult looking formfitting clothes. It was nearly noon when she finished what she was doing. Now she was confronted with the problem of not just getting the partially filled box downstairs but out of her house, time to call in the Calvary.

By the time Buffy and her mother got to Willow's house she had started decluttering her room. As such there was a second smaller box that needed to be taken out.

"So late spring cleaning." Buffy guessed.

"You could call it that." Willow replied as she brushed her bangs back. "I just had an urge for a makeover."

"This is great there is a sale at the mall we can turn you in to an all new you." Buffy enthused with a slight bounce.

"Actually I was thinking of some of the resale shops downtown." Willow replied.

"Seriously, I mean if that is your scene but I doubt there is anything wearable there." Buffy drawled her tone showing how little she thought of the idea.

"I know you prefer to be on the cutting edge of fashion, but I find myself preferring vintage." Willow replied.

"I guess but I don't see how that will.. "Buffy started, only for her mother to cut in.

"Buffy, Willow is allowed to have her own style." Joyce replied. "Will you be able to afford enough clothes in order to make up what you are giving away?"

"A family friend died recently and left me not only some money but some of her belongings, that what triggered all this. I needed to make room and the next step is going through the clothes I inherited and decide what to keep and what to lose."

"Cool dress up." Buffy cheered.

"I left those boxes downstairs, so you two are willing to help me gets these boxes downstairs."

"Sure, Mom why don't you grab the smaller one, while Willow and I can handle the bigger one." Buffy said as she moved over to the large box of clothes. In short order the three women had relocated downstairs and were moving things so that the large trunks holding the clothing portion of Willow's inheritance were out in the open and accessible. As Willow and Buffy went through the trunks pulling out shoes and pieces of clothing that they hold up to each other having a great time, Joyce found herself looking through a packet of papers that had been left on the coffee table.

"Willow," Joyce asked. "Am I reading this right?"

"If you are referring to the hotel then, yes." Willow replied as she made her way over to her wrapped up in heavy brocade shawl.

"What hotel?" Buffy asked looking up from the outfit she had been creating.

"The one I inherited, Bodaga Bay Inn out on the coast." Willow replied as she reclaimed the papers back from a sheepish Joyce. "Along with everything inside of it, these chests are just a small portion essentially the stuff that needed to be removed for safe keeping. There is even more in the basement and upstairs in my closet."

"You moved all this by yourself?" Joyce asked.

"No I lucked out and Angel was passing by he gave me a hand." Willow replied only to freeze at the luck on Buffy's face.

"Angel?" Joyce asked noticing the undercurrent.

"An older friend of ours." Willow explained.

"Have you had a chance to go through all this yet?" Joyce asked changing the subject.

"I just got all of this last night, I have barely had time to sort it much less study it." Willow replied sitting down next to the older woman.

"First of all is this all there is or was there some form contact information for the lawyer who handled the will?" Joyce asked.

"Actually Megan did this all up herself she figured something was going to happen to her and got everything in order. Her actual will hasn't even been processed yet from what I understand." Willow replied. "What I do know is that all of the property and money is tied up in a trust, I can't do anything with it until I turn twenty one. The trust is supposedly designed so that the hotel can be run and I will receive a stipend every couple months."

"Ok, first thing you need to do is get a lawyer. If you would like I can make an appointment with the lawyer I use we just need to get your parent's permission."

"That could be a problem." Willow replied.

"You think they would disagree?" Joyce asked.

"I don't know where they are." Willow replied.

"What do you mean you don't know where they are?" Buffy asked coming over.

"I don't know." Willow repeated, "They go on these lecture tours and while I have a schedule they tend to change it or extend it at any moment. But I do have the contact information for their message service and their lawyer." She replied brightly.

"Willow how long has this been going on?" Joyce asked as she pulled the red head closer to her.

"Since I could safely use the stove and do the math necessary to handle shopping." Willow replied.

"Contact their lawyer and get a recommendation for a business lawyer to help you figure out what you need to do to keep things running." Joyce explained. "Also contact your parents and explain what is going on."

"Alright," Willow replied.

"Ok, with all that heavy stuff out of the way let's get to seeing how much of this stuff fits." Buffy said as she held up a sundress and a matching pair of shoes.

Hours later Willow waved as Buffy and Joyce pulled out of her drive way. They had gone through all of Megan's things and decided on what she was keeping and what she was getting rid of. They wound up taking everything she was donating to the resale shop and trading most of it for new items; a couple of things were placed on consignment. All in all it was a full day and the sun was still a couple of hours away from setting. So she had time before Angel showed up to make some calls and get things in motion. The first thing she did was go and release Leroy from her parents closet, she had no interest in explaining him to Buffy on the off chance she noticed something off with the dog. Her next step was calling first her parents message service and then their lawyer leaving messages explain what had happened and what her intention were concerning her inheritance.

After she finished the calls she set about making lists of what she needed to bring her puppets not only to life but capable of standing up to Toulon's puppets when they showed up. She made her way upstairs to her room where she pulled the three puppets out of her closet. She slowly turned them over in her hands thinking about the different possibilities for empowering them.

She picked up the one that she had dubbed the Snow Queen the pale female figure was dressed in a blue gown with a high collar. She also had ice like spikes forming a crown along her hair line and her fingers ended in needle like points. As Willow looked the doll over the voices of her predecessors whispered in her mind with suggestion about what she could do. As she sat there holding the doll she suddenly realized what she needed liquid nitrogen if she injects it into the doll during activation the puppet should start producing it on its own similar to Toulon's Leech Woman or Six Shooter or never runs out of ammunition. Willow quickly jots down liquid nitrogen on her shopping list. The next puppet she focused on was the plant covered female this one had long black hair, traffic stopping figure, and clothed in vines and leaves. She quickly figured out what she needed to enable the puppet to use her vines as restraints and whips. She was moving on to the male puppet when she heard a knocking at her balcony door. She looked up to see night had fallen and Angel was standing on her bedroom balcony.

"Did I not hear the doorbell?" Willow asked as she opened the door and let Angel in.

"No, I figured it would be better if no one saw me coming into your house." He explained as he looked around the room taking in the changes she had made.

"Why?" Willow asked causing the Vampire to pause and think of a reason other than it's what he usually did.

"So what is it that you want to get done tonight?" Angel asked.

"Reorganizing the basement and making space for a work shop down there. Also I have a list of what I am going to need to animate those puppets." Willow replied as she led Angel out of her room and downstairs.

"What are you looking for in a workshop?" Angel asked.

"Somewhere to work on the puppets and associated magic, though to start with we should make it primarily a computer shop until my parents lose interest." Willow replied.

"They like to poke around." Angel replied.

"My parents view me as an experiment, or a living proof of their theories as such a couple times a year they like to check in and inventory my life to make sure I haven't proven them wrong." Willow stated.

"I am sorry." Angel suggested really not sure how to respond.

"I am the one who should apologize; aside from my new abilities I seem to have gain I guess you would call the shades of my predecessors." Willow explained as she collapsed on to the sofa.

"What do you mean?" Angel asked as he lowered himself into an arm chair.

"Last night I had a dream in which the past Puppet Masters appeared, apparently since I was born and raised on the Hellmouth I have a darker slant then most of the previous Puppet Masters. Ever Puppet Master leaves an imprint or echo behind from the time they first use the ability until they die. I am able to access these imprint and have started to become influenced by them." Willow explained. "This morning I made an egg dish that I have never heard of much less seen before. I can now read ancient Egyptian, manage a traveling show, sabotage WW2 era train, and know how to run a hotel; the downside is my personality is my personality is changing, I threw out over half my wardrobe, and I have a working knowledge of not only human sacrifice but brain dissection."

"Oh," Angel replied his body relaxing slightly. "That cannot be easy to deal with."

"That's the scary part, it's not." Willow replied looking Angel in the eye. "Even now I can feel some of the echoes nudging me."

"What do they want?" Angel asked.

"What you have to understand is that one of my predecessors was an unscrupulous psychic researcher obsessed with learning the secrets of eternal life. And he would really like to dissect you and figure out how just what change occurred at your turning that allowed you to live this long without ageing." Willow replied flatly.

"My demon wants to break you until you are completely dependent on him, and then set you lose to see just how much carnage you could create on the populace." Angel replied just as flatly. The two of them just stared at each other for several minutes both taking in the mutual sadistic feelings they had for each other.

"Glad we understand each other, it's a creepy understanding but an understanding none the less." Willow replied. "Shall we move on?"

"Lets" Angel replied, as he pulled Willow's notebook over towards him.

"The first thing I am going to need is a secure storage unit." Willow said "I can't get rid of anything without my parent's permission but I can relocate them."

"There is a place just outside of town that caters to the supernatural." Angel replied. "It is a little pricey though you might be better off going to one of the usual ones in town and just getting insurance."

"Would they take trade?" Willow asked.

"What do you mean?" Angel asked.

"Would they rent me a space in exchange for me animating some type of guardian."

"What are you thinking?"

"A reinforced mannequin, it wouldn't be capable of independent thought like Toulon's or mine. But it should be capable of defending the property under set conditions."

"Like if a alarm is triggered?" Angel asked.

"Exactly," Willow replied.

"If they don't, I may know some others who would be interested if you don't mind working with some peaceful non-humans." Angel replied.

"Let's start with the storage units first." Willow replied. "But that might be a good way of raising funds in case of emergencies."

"Alright I will test them out, as for the rest of this it should be easy to find." Angel replied. "It will take a couple of days." He cautioned.

"I don't know if I have a couple of days." Willow said. "I can probable get what I need for the Snow Queen from the schools science department, Nymph will require a visit to the gardening center, and Rascal is essentially set I may wake up tonight just in case."

"That might be best." Angel said looking hopeful.

"Wait here." She said as she got up. She quickly gathered up the make puppet and the syringe holding a dose of the formula. She made her way down stairs and set everything out on the coffee table. "Here we go." Willow breathed as she injected the formula into the puppet. Once the formula was fully absorbed Willow held her hands above the puppet and started chanting in what Angel assumed was ancient Egyptian, but it sound almost blurred. Willow slumped slightly after she finished, her hands dropping to her side. But Angel's attention was on the puppet that had sat up and stretched. "Hello, little one." Willow greeted as she sat forward offering the puppet a hand up. The puppet took her hand and pulled himself up, he then proceeded to bring her finger to his lips before turning to consider Angel looking him up and down.

"A little flirt isn't he." Angel said as he stared back at the puppet. The puppet responded by pulling out his swords and started spinning them.

"No going back now is there?" Willow mused.

"Nope,"

"I have to face Giles tomorrow." Willow added.

"You can handle it." Angel said as he stood up. "I got to go catch up with Buffy. See you at the library tomorrow?"

"Yeah, she doesn't know about the puppets, only that you have been giving me a hand moving things around." Willow cautioned. Angel nodded and made his way back upstairs in order to exit the way he came in. "Come on Rascal, Tomorrow is going to be a long day." She sighed as she picked up the puppet and carried him upstairs.  
_

Willow warily made her way into the library during her afternoon free period half hoping she would find Giles alone and half hoping she wouldn't. Depending how you look at it was her fortune to find Giles alone sorting books.

"Giles," She said catching the older man's attention. "I need to talk to you about something."

"What is it?" Giles asked as he looked towards her.

"Have you ever heard of someone called the Puppet Master?"

"Andre Toulon, a magician and puppeteer who had ties to the resistance during Wold War 2 in Germany. I don't have a lot of information on him." Giles mused as he looked off into the stacks like he was trying to recall what book the information could be found in. "He didn't exactly run in the same circles as the council." He joked.

"There have been three Puppet Masters after his death and several before he coined the title Puppet Master." Willow replied. "And to be honest they were animators not magicians, though some of them did develop some skill in other types of magic."

"What do you mean by animators?" Giles asked as he pulled off his glasses and moved towards her.

"Through the use of a formula and mystical chants they are able to bring inanimate objects not only to life but also to a limited amount of sentience in some cases." She explained watching him.

"Good lord." Giles breathed as he cleaned his glasses. "How have you come to know this?" he asked.

"I am the third." Willow admitted.

"How?" Giles asked setting his glasses aside and continued heading in her direction.

"A friend of the family died and left everything including the girt and the tools needed to be the Puppet Master." Willow explained backing away.

"Willow, why are you afraid of me?" Giles asked as he stopped and held his hands out in an I am harmless gesture.

"Do you know what they were called before Toulon created the title?" Willow asked hugging herself.

"No what?" Giles replied.

"The Head Priests of the Demon God Sutekh." Willow replied sadly.

"My dear girl," Giles stated as he surged forward and wrapped his arm around her leading her to a chair. "I will need to recheck my sources but I don't believe there is any record of Toulon taking part in any form of cult activity."

"No what he actual did was help break the cult, but he also desecrate several bodies gathering the ingredients needed to bring his creations to life." Willow replied.

"What do you mean?" Giles asked he stretched across the table to grab his glasses and a notepad.

"The key ingredient for the formula comes from the brain of either a human or an animal." Willow replied. "While Toulon never killed anyone for their brains others have."

"Anyone in particular?" Giles asked as he slipped his glasses on.

"Neil Gallagher, he used Toulon's original puppets to kill his research partners, I used the resulting formula to wake up one of the puppets he commissioned, just in case those original puppet resurrect Toulon, who in turn will make more formula, meaning he probably will be sending out his puppets to kill people specifically to collect a silver of those poor peoples brains." Willow rambled.

"Slow down." Giles demanded. "Now what is this about a puppet?"

"Since receiving all of this, I have reactivated a taxidermy dog that my direct predecessor animated, he is a Pekinese named Leroy, and last night I animated a puppet called Rascal." Willow replied.

"Who all knows about this?" Giles asked.

"Angel, he knew Toulon apparently." Willow replied. "When I revived Leroy my first reaction was go find you. I ran into him on the way to your apartment."

"How do you know where I live?" Giles asked.

"I looked it up in case of an emergency." Willow replied. "Since then he has helped me get a handle on everything and move many heavy thing up and down many stairs."

"Redecorating?" Giles asked absentmindedly his mind going over what he had learned.

"I am setting up a workshop in my basement." Willow replied. "What are we going to tell Buffy?" she whispered.

"A little at a time," Giles replied. "After classes let out I want you to go home and collect Rascal was it?"

"Alright." Willow said "Should I bring Leroy to or would that be a little much."

"Let's wait on that." Giles answered.


	3. Chapter 3

Chapter Three: Staging and

"Alright let me get this straight," Xander said as he looked across the room to where Willow and Giles were sitting facing him and Buffy, "Due to a woman who Willow knows dying she is now some form of an ultimate Puppeteer."

"A bit simplistic but correct." Giles replied. "The Puppet Masters have not been a large player in the supernatural community the only real contribute was before the World War 1 when Toulon assisted in destroying an ancient Egyptian demon cult by turning their own magic against them."

"Toulon also assisted the resistance in Germany during World War 2." Willow added.

"Was he the only Puppet Master or were there others?" Buffy asked.

"There have been two others, one of them a narcissistic homicidal psychic researcher, the second was his widow who really had no interest in anything to do with being Puppet Master." Willow replied.

"The wife is the one who sent you the stuff?" Xander asked.

"Yes," Willow replied as she reached down and pulled her bag up onto the table. "She sent me more than just some clothes and books." She then opened the bag allowing Rascal to climb out.

"What is that?" Buffy asked as she tensed up.

"This is Rascal," Willow replied, "He is one of the newest generation of puppets; he was not created by Toulon." She continued. "Instead he was commissioned using Toulon's designs."

"He looks like a musketeer." Xander said as he moved closer to the table to get a better look at the sword wielding puppet, the puppet bowed while making a deep laughing sound.

"It talks?" Buffy asked

"More like he vocalizes," Willow replied, "The puppets tend to communicate through body language more than sound."

"Puppets?" Buffy asked. "As in plural?"

"Yes, she sent two other puppets." Willow replied, "And there are at least five active puppets floating around."

"Where are they?" Xander asks. Only to watch as Willow, Giles, and Angel traded a series of telling looks between the three of them.

"More than likely they are under the control of the newly resurrected Andre Toulon." Giles replied.

"Toulon, the first Puppet Master," Xander clarified.

"Yes, he committed suicide in order to keep his secret and now he has been brought back for it." Angel stated.

"What do you mean?" Buffy asked.

"The puppets are animated with a special formulas, Megan was killed because she wouldn't collect the necessary ingredients." Willow replied. "The puppets needed Toulon to make more but nothing good comes from messing around with that type of animation."

"Just what type of ingredient are we talking about here?" Xander asked.

"Brain matter." Willow stated, "Either animal or human, the problem is that of the two human works best in order to create a puppet capable of independent problem-solving abilities."

"Wait," Xander said, "These are Zombie Puppets."

"Well simply put." Giles admitted.

"Have you ever thought of using vampires?" Xander asked.

"What?" Willow asked.

"All of the vampire victims we have in this town." Xander explained. "I know we don't find all of them before they rise but if we lobotomize the ones we do." He trailed off.

"We would have to bribe several coroners." Willow replied as she thought it over. "If we remove enough of the brain, the resulting minion probably wouldn't even be able to rise. "

"But you would run the risk of introducing the demonic force that would have caused the victim to rise in the first place." Giles interjected.

"Maybe if we got to them early enough," Willow mused as she consider what type of early warning systems she would have to create in order to achieve that.

"As creepy as this discussion is getting," Buffy interrupted. "Can we get back to the matter at hand?"

"Yes of course." Giles replied slightly embarrassed for getting carried away.

"What can we do about this Toulan person?" Buffy asked.

"Nothing, this is my problem." Willow replied.

"If you really think we are just going let you handle this on your own your nuts." Buffy replied. "What are our options here?"

"Not a lot, we don't even know if he has been reanimated yet." Willow said, "The first step is going to be waking up the other two puppets."

"Do you have them with you?" Giles asked. Willow held up a finger and went behind the check-out counter resurfacing with a large duffel bag.

"I am going to need a few things in order to empower them other than that they are ready to go."

"What do you need?" Buffy asked.

"Liquid nitrogen, plant food, and some seeds." Willow replied.

"Raid the store rooms?" Buffy suggested.

"After you." Willow replied as she grabbed her duffel and followed the slayer out of the library.

 **Meanwhile**

The set of buildings were set off into the desert a short distance from Sunnydale, at first glance it looked like an abandoned hotel it wasn't until you got closer you realized that the rooms were farther apart then would normal and the doors were designed to roll up not open inwards. Angel made his way to the office, a bell chimed as he entered adding a bit of misplaced normalcy to the place.

The clerk manning the front desk looked human if you attributed the faint greenish tint his skin had to the lighting. Most of the rooms other occupants would never have been able to pass; odd skin tones and textures, multiple limbs, and horns were well represented. As he made his way to the desk he heard several hisses a few that were even understandable.

"Can I help you?" The clerk asked.

"I need to arrange the rental of a unit." Angel said.

"How will you be paying cash, credit, or gold we don't accept kittens." The clerk recited as he started pulling out forms.

"How would I go about arranging a trade?" Angel asked.

"What do you have to offer?" the clerk asked skeptically.

"My employer is offering to create an animated guard for the premises." Angel replied.

"Let me contact my supervisor." The clerk replied, before turning into the back office.

"Tell me betrayer," one of the demons behind him asked. "What if we don't want some slayer controlled corpse stumbling around our stuff?"

"My employer is not the slayer and nor does my employer deal with flesh." Angel replied mindful that those in the back office could probably hear every word. "What is being offered will be more akin to a living statue."

"Are we suddenly in an Indiana Jones movie?" one of the younger demons asked.

"Scoff if you will pup," a demon that looked like he was ten years past dead. "But at one time those type of guardians were common place." He continued "That human magician was the last one to really do that type of magic."

"The Puppet Master," Angel replied. "Andre Toulan, during World War 2 in Germany."

"You knew him?" the demon asked.

"I traveled with his wife and him until they settled down in Germany." Angel replied.

"Is it their descendent you protect?" the demon asked. Angel stared at the ancient demon for a few moments trying to decide how to best answer that without giving away Willow's identity.

"Yes, my employer is the current Puppet Master." Angel replied.

"If it is funds that the two of you are lacking my clan could be persuaded to order a commission provided that your employer can prove he knows what he is doing." The demon replied his demeanor changing from aloof elder to looking for a deal.

"We'll see my employer is going to be choosy when it comes to clients." Angel said. "The next step is to set up a PO Box for proposals."

"If you will please come back here." The receptionist beckoned from the back doorway.

"If you will excuse me." Angel said as he made his way over to her.

 **Next Morning- Saturday**

Willow was once again going through the things she had received in this case all of the paperwork, she had already contacted her parents lawyer and made inquiries into not only securing her own but getting in touch with the lawyer in charge of the trust. Now it was just a matter of figuring out just what needed to be done to in order to get Bodega Bay Inn back on its feet. After her husband's death Megan had let the property go putting little effort into maintaining the hotel and its surrounding property. While there was some money in the trust she wasn't sure it was going to be enough. Along with the hotel the Gallagher's had their hands in a few other local Bodega Bay businesses. She wanted to get a basic grasp on it before she met with the lawyers next week. Unfortunately she had agreed to help scan the library into a data base that afternoon so she was trying to get though as much of it as she could. So when her phone rang she was slightly annoyed, thinking it was a friend of her parents or a telemarketer.

"Hello, Rosenburg residence." Willow greeted as she pulled an empty notebook towards her in case she needed to take a message.

"Willow, it's your mother."

"Hello mother, this is a surprise." Willow replied.

"I know we usually give you your space and let you explore your own free will but, it has come to your father and my attention that the family has come into an inheritance." Sheila explained.

"No, I will come into one on my majority." Willow replied becoming more annoyed that the only reason her mother would call her would be about this.

"Really Willow," Sheila was about to launch into a guilt inducing lecture about how irresponsible she was being, which prior to becoming Puppet Master would have left her in a puddle of self-loathing desperate to do anything to win her parents approval.

"The structure of the trust won't allow me to use any of the money for anything other than improving the involved businesses. And before you ask I cannot sell any of the assets until I am twenty one and receive that entire estate." Willow replied.

"I was led to believe that you received more than just the hotel."

"Some personal affects clothes and such." Willow replied.

"Well, "Sheila drawled. "Markwell will be sending you some papers to sign that will allow us to dig into all of this for you."

"Why?" Willow asked.

"You are too young to be dealing with all of this." Sheila explained.

"That is why I am getting a lawyer that specializes in this type of law in order to help me." Willow replied. "The fact that we are having this conversation shows that I can't trust Markwell to act in my best interest and as opposed to yours."

"Well really," Sheila gasped.

"Mother, before we continue this discussion I want you to take some time and consider just what your motives are right now. I want you to do that and get back to me in a couple days." Willow replied before saying goodbye and hanging up never giving her mother a chance to respond. Willow tilted her head back to rest on the back of the couch, only to pull her head back up when she heard a husky woman's laugh at floor level. She smiled as she watched the Ice Queen come around the table followed by the rest of her puppets. Rascal was escorting Nymph while the Queen led the way, Leroy followed along behind, only to almost bowl them over in his rush to get to her.

Willow laughed as the small dog scrabbled to try and join her on the couch. "Well guys I have either made a giant mistake or created an amazing opportunity for growth in my relationship with my parents." She mused for a couple seconds. "I should have Angel start looking for an apartment for us."

Half an hour latter Willow looked at her puppets than at a doctor style bag she had found in the basement. The bag was dried and beat up but it was still structurally sound. Not that the puppets believed her.

"Come on guys." Willow sighed, "I am going to be late either get in the bag or let me go." She demanded as she gestured to the door that had been sealed shut and barricaded by the puppets. "I can't fit you guys in my backpack, I will have Giles help me not only restore this bag but reinforce it." Willow explained with a forced calm. The puppets looked at each other before seemingly slump and started to undo their work on door before climbing into the bag.

Willow was only a few minutes late getting to the library so everything was already set up. She gave Ms. Calender an apologetic smile before handing Giles the Doctors bag.

"Here are the items we talked about, also if you have any ideas for restoring the bag?" Willow asked.

"Of course I will just place these in my office." Giles replied as he balanced the bag and a pile of books.

"Here Gman let me grab those." Xander said as he ducked in and snagged the books from the older man.

Willow smiled as she watched the by play between the two. "Sorry I am late Ms. Calender ," Willow said as she headed for the computers. "Where do you want me?"

"The third terminal you can man the hand scanner." Ms. Calender replied absently.

"Sure." Willow replied as she settled down in front of the computer. Within a couple of minutes she had fallen into a rhythm of scanning and achieving the different tomes, she welcomed the distraction of Giles and Ms. Calender debate about books over computers.

The afternoon went quickly aside from one instance of disturbing behavior from Fritz when he expressed his discuss for anyone not fully dedicated to the use of computers. Willow was able to quickly finish the work set before her and so she could go and catch up with Xander and Buffy but in her hurry, she missed the screen of her computer going black and the words "Where am I?" appearing across the screen.

 __Samuel Morrali was a third generation building inspector and had lived his entire life in Bodega Bay so when a lawyer started asking around for someone to evaluate Bodega Bay Inn and write up a report on what need to be done to bring it back up to code, he jumped at the chance. Bodega Bay Inn was and always has been the local haunted house. Even while it was built there were rumors that persisted throughout its lifetime. After the most recent deaths local opinion sided on the building being left to rot and crumble. Instead the new owner was looking to finish the renovations and bring the hotel up to date. He marveled as he made his way through the building taking everything in. There was obvious damage that had been caused by vandals as well as disuse. But if seemed that all of the damage was cosmetic and not structural so far, he wouldn't know for sure till he started getting into the crawl space and utility rooms.

He was on the second floor when he saw something, a shadow that was about shin height scurrying across the hall. Now Morrali had heard all of the stories so he had a sudden decision to make he could see what it was that he saw or he could leave. His decision was made for him when he noticed three other small shadows heading towards him as well as hearing creepy laughter. Needless to say he turned on his heel and headed for the stairs. He had just reached the head of the stairs when he felt a large hand grip his ankle and yank causing him to fall head first down the stairs.

He wasn't sure if he had lost complete consciousness when he felt something slash his face, he started to thrash trying to get away from whatever was attacking him. He got on his hands and knees and then his feet the whole time he felt things pulling, beating, and cutting at him. But he made it to his feet and scrambled through the door, fumbled down the steps and bolted for his van. Never giving any thought to the clipboard he left behind.

Blade and Jester watched from the window as the building inspectors drove away in his man both of them made noises and kisses expressing the disappointment in not being able to complete their kill. They knew that they are running low on materials and that every bit would count but before they could truly express that disgust and disappointment a man covered in bandages and an old-fashioned hat, coat, and goggles appeared behind them "It is all right to the ones." he said "there will always be another one. Besides our friend has left us something that is of greater importance." The shadowy figure held up Morrali's clipboard. "Instead of simple ingredients he has given us a lead on where that your former false master of yours has sent my things and tools to."

The other puppets had since gathered around him pinhead dragging his hands along the floor, torch looking around randomly causing his drills to spend, torches eyes starting to glow, and Leach woman resting her hand upon shadowy figures ankle. "It would appear my small friends that we are heading to Sunnydale, California. Apparently, there is a young lady named Willow Rosenberg that we have business with."


End file.
